的鉴证报告 目 录 一、最近三年及一期非经常性损益的鉴证报告……………………第 1—2 页 二、最近三年及一期非经常性损益明细表…………………………第 3—4 页 关于罗欣药业集团股份有限公司 最近三年及一期非经常性损益 三、最近三年及一期非经常性损益明细表附注………………… 第 5—6 页 | 四、附件……………………………………………………………第 7—10 | | 页 | | --- | --- | --- | | （一）本所营业执照复印件……………………………………………第 | 7 | 页 | | （二）本所执业证书复印件……………………………………………第 | 8 | 页 | | （三）签字注册会计师执业证书复印件…………………………第 9—10 | | 页 | 关于罗欣药业集团股份有限公司 最近三年及一期非经常性损益的鉴证报告 天健审〔2025〕6-538 号 罗欣药业集团股份有限公司全体股东： 我们审核了后附的罗欣药业集团股份有限公司（以下简称罗欣药业公司）管 理层编制的最近三年及一期非经常性损益明细表（2022－2024 年度以及 2025 年 1－9 月）及其附注（以下简称非经常性损益明细表 ...

Core Viewpoint - 罗欣药业's stock has experienced fluctuations, with a year-to-date increase of 40.84%, but a recent decline of 4.27% over the last five trading days, indicating volatility in investor sentiment and market performance [1][2]. Company Overview - 罗欣药业, established on May 11, 1998, and listed on April 15, 2016, is located in Linyi City, Shandong Province, and focuses on the research, production, and sales of pharmaceutical products [1]. - The company's revenue composition includes 49.54% from digestive system products, 22.12% from antibiotics, 11.74% from other categories, 10.10% from agency products, 4.71% from respiratory system products, and 1.79% from other supplements [1]. Financial Performance - For the first half of 2025, 罗欣药业 reported a revenue of 1.077 billion yuan, a year-on-year decrease of 14.45%, while the net profit attributable to shareholders was 17.695 million yuan, showing a significant increase of 119.95% [2]. - The company has distributed a total of 330 million yuan in dividends since its A-share listing, with no dividends paid in the last three years [3]. Shareholder Information - As of October 20, 2023, 罗欣药业 had 48,300 shareholders, an increase of 26.23% from the previous period, with an average of 22,481 circulating shares per shareholder, a decrease of 20.78% [2]. - The top ten circulating shareholders include Hong Kong Central Clearing Limited, which holds 15.2242 million shares as a new shareholder [3]. Market Activity - The stock price of 罗欣药业 was reported at 5.38 yuan per share, with a trading volume of 68.3054 million yuan and a turnover rate of 1.16% [1]. - The stock has appeared on the龙虎榜 twice this year, with the most recent appearance on July 31 [1].

Core Viewpoint - Luo Xin Pharmaceutical (002793) is experiencing fluctuations in stock performance and investor sentiment, with recent developments indicating a mixed outlook for the company and the pharmaceutical industry as a whole. Group 1: Stock Performance - As of October 21, 2025, Luo Xin Pharmaceutical's stock closed at 5.47 yuan, down 0.18%, with a turnover rate of 3.84% and a trading volume of 416,500 shares, amounting to a transaction value of 227 million yuan [1]. - On October 21, 2025, the net outflow of funds from major investors was 21.91 million yuan, while retail investors saw a net inflow of 25.77 million yuan [4]. Group 2: Shareholder Information - The total number of shareholders as of October 20, 2025, was 48,304, with 30,338,341 shares held by deep stock connect investors as of September 30, 2025 [2][3]. - The total number of shareholders as of September 30, 2025, was 38,267 [3]. Group 3: Company Operations and Financials - The company reported significant improvement in performance driven by the innovative drug Tegoprazan, with net profit turning positive in the first half of 2025 [3]. - The company maintains a complete industrial chain from raw materials to formulations, producing over 150 varieties of products across various forms, including tablets and injections [3]. - The company emphasizes that its operations are ongoing and that there has been no disruption in business activities despite market challenges [3].

Core Insights - The appointment of Jiang Ying as the new Secretary of the Board at Luoxin Pharmaceutical has attracted significant attention in the capital market, highlighting a trend of top financial talents transitioning into core management roles in the real economy [2][4] - Jiang Ying's background as a fund manager at Guotai Fund, along with her impressive academic credentials, reflects a growing trend of financial professionals moving into corporate governance positions [4][5] - The shift of fund managers to roles such as Secretary of the Board indicates a deeper integration of finance and the real economy in China, as well as a response to the evolving demands of the asset management industry [8][10] Company Insights - Jiang Ying, born in October 1987, has a strong educational background with dual degrees in Science and Economics from Peking University, a Master's in Management from Peking University, and a Master's in Finance from the University of Hong Kong [4] - During her tenure at Guotai Fund, Jiang managed three funds with a total management time exceeding four years, but her performance was subpar, with negative returns across all funds managed [4][5] - The management scale of the funds she oversaw peaked at 2.59 billion yuan in Q1 2022 but dropped to 643 million yuan by December 2024 [4] Industry Trends - The trend of fund managers transitioning to Secretary of the Board roles is indicative of a broader shift in the asset management industry, moving from a focus on scale expansion to quality improvement [8][9] - The competitive landscape in the asset management sector has intensified, leading to a significant number of fund managers reassessing their career paths, with 333 fund managers leaving their positions in 2023 alone [9][10] - The increasing demand from listed companies for talents with financial insights and resource integration capabilities is driving fund managers to explore opportunities in corporate management and entrepreneurship [9][10] Talent Movement - The movement of fund managers into various roles, including Secretary of the Board, reflects a new trend in talent mobility within the financial sector, reshaping corporate governance and enhancing the connection between finance and the real economy [11][12] - This trend is seen as a response to the need for high-quality development in China's economy, with financial professionals bringing industry research and resource integration skills to help enterprises connect with capital markets [11][12] - The shift also indicates a growing recognition of the importance of financial talent in enhancing corporate governance and investor relations, ultimately benefiting the overall market structure [11][12]

Core Insights - The private hospital sector saw a slight increase of 0.29%, ranking 9th among concept sectors, with 32 stocks rising, including Guizhou Bailing and Luoxin Pharmaceutical hitting the daily limit [1][2] Sector Performance - The top-performing concept sectors included Hainan Free Trade Zone (+2.58%) and Military Equipment Restructuring (+1.98%), while sectors like Special Steel (-2.68%) and Photolithography (-2.47%) faced declines [2] - The private hospital sector attracted a net inflow of 201 million yuan, with 29 stocks receiving inflows, and 6 stocks exceeding 50 million yuan in net inflow [2] Stock Highlights - Notable stocks in the private hospital sector included: - New Mileage: +9.87% with a net inflow of 161.24 million yuan and a net inflow ratio of 19.36% [3] - Guizhou Bailing: +9.98% with a net inflow of 95.37 million yuan and a net inflow ratio of 33.91% [3] - Luoxin Pharmaceutical: +9.94% with a net inflow of 77.86 million yuan and a net inflow ratio of 35.07% [3] - Other significant gainers included Hainan Haiyao (+6.14%) and Xinfeng Pharmaceutical (+3.20%) [1][3] Decliners - The stocks with the largest declines included: - Pingtan Development: -4.53% [1] - Xiangjiang Holdings: -3.06% [7] - Anke Biotechnology: -2.48% [7]

Core Insights - The chemical pharmaceutical sector experienced a slight increase of 0.45% on October 16, with Sunflower leading the gains [1] - The Shanghai Composite Index closed at 3916.23, up 0.1%, while the Shenzhen Component Index closed at 13086.41, down 0.25% [1] Stock Performance - Sunflower (300111) saw a closing price of 9.00, with a significant increase of 10.97% and a trading volume of 4.1856 million shares, amounting to a transaction value of 36.12 billion [1] - Duorui Pharmaceutical (301075) closed at 50.80, up 10.63%, with a trading volume of 74,600 shares and a transaction value of 3.72 billion [1] - Asia-Pacific Pharmaceutical (002370) closed at 7.55, up 10.06%, with a trading volume of 185,700 shares and a transaction value of 1.40 billion [1] - Other notable gainers include Luoxin Pharmaceutical (002793) with a 9.94% increase and a closing price of 5.53, and Saifen Technology (688758) with a 9.02% increase and a closing price of 18.62 [1] Fund Flow Analysis - The chemical pharmaceutical sector experienced a net outflow of 18.2269 million from institutional investors, while retail investors saw a net outflow of 83.7 billion [2] - Conversely, speculative funds recorded a net inflow of 855 million [2] Individual Stock Fund Flow - Shutaishen (300204) had a net inflow of 123 million from institutional investors, while retail investors experienced a net outflow of 22.4 million [3] - Baijishenzhou (688235) saw a net inflow of 123 million from institutional investors but a net outflow of 118 million from speculative funds [3] - Xingqi Eye Medicine (300573) recorded a net inflow of 87.1576 million from institutional investors, with retail investors facing a net outflow of 73.7128 million [3]

Core Viewpoint - The A-share market continues to show strength in innovative drug concept stocks, with significant gains observed across multiple companies on October 16 [1] Group 1: Stock Performance - Guizhou BaiLing and Luoxin Pharmaceutical reached the daily limit up [1] - Yifang Bio increased by over 7% [1] - Laime Pharmaceutical, Guangsheng Tang, Anglikang, and Shutaishen all rose by over 6% [1] - Dize Pharmaceutical and Lianhuan Pharmaceutical saw increases of over 5% [1]

Core Points - The company has elected Mr. Ma Shaohong as the employee representative director of the fifth board of directors through a secret ballot at the employee representative meeting held on October 14, 2025 [1] - Mr. Ma meets the qualifications and conditions for directorship as stipulated in relevant laws and regulations [1] - The total number of directors who are also senior management and employee representatives will not exceed half of the total number of directors [1] Meeting Details - The fifth extraordinary general meeting of shareholders was held on October 15, 2025, with a total of 247 participants representing 318,586,520 shares, accounting for 30.0111% of the total voting shares [8] - The meeting was conducted in a combined format of on-site and online voting [6][7] - The meeting adhered to the relevant laws and regulations regarding the convening and holding of shareholder meetings [7] Voting Results - The following proposals were approved during the meeting: - Amendment to the Articles of Association: 303,129,734 votes in favor (95.1483%), 15,440,426 against (4.8465%), and 16,360 abstentions [11] - Amendment to the Rules of Procedure for Shareholders' Meetings: 303,312,134 votes in favor (95.2056%), 15,258,026 against (4.7893%), and 16,360 abstentions [12] - Amendment to the Rules of Procedure for Board Meetings: 303,246,134 votes in favor (95.1849%), 15,324,026 against (4.8100%), and 16,360 abstentions [13] Legal Opinion - The legal opinion provided by the witnessing lawyers confirmed that the procedures for convening and holding the meeting complied with relevant laws and regulations [14]

Core Viewpoint - The transition of Jiang Ying from a fund manager at Guotai Fund to the Secretary of the Board at Luoxin Pharmaceutical reflects a growing trend of fund managers diversifying their career paths beyond traditional asset management roles [2][5][11]. Group 1: Jiang Ying's Background and Transition - Jiang Ying, born in October 1987, holds dual degrees in Science and Economics from Peking University, as well as a Master's in Management from Peking University and a Master's in Finance from the University of Hong Kong [5][11]. - She has over four years of experience as a fund manager at Guotai Fund, managing several funds including Guotai Science and Technology Innovation Board Two-Year Open and Guotai Small and Medium Growth [5][6]. - Jiang's management of funds resulted in varying returns, with Guotai Science and Technology Innovation Board Two-Year Open and Guotai Small and Medium Growth showing returns of approximately -12.48% and -34.28% respectively [6][8]. Group 2: Luoxin Pharmaceutical's Performance - Luoxin Pharmaceutical reported a revenue of 1.077 billion yuan in the first half of 2025, a decrease of 14.45% compared to the same period in 2024, while net profit attributable to shareholders increased by 119.95% to 17.695 million yuan [8][10]. - The company's stock price closed at 5.03 yuan per share on October 15, 2024, reflecting a significant decline of over 81% from its peak of 27.94 yuan per share since its listing [8][10]. Group 3: Industry Trends and Implications - The trend of fund managers transitioning to roles in listed companies is becoming more common, with at least four other fund managers making similar moves to become board secretaries [15]. - The number of fund managers has increased from 3,280 in 2022 to 4,072 by October 15, 2025, indicating a growing pool of talent in the industry [11][12]. - The shift in career paths among fund managers is influenced by various factors, including changes in industry dynamics, compensation structures, and the desire for diversified career opportunities [18].

Core Viewpoint - The company, Luoxin Pharmaceutical (002793), announced the election of Mr. Ma Shaohong as the employee representative director of its fifth board of directors [1] Group 1 - The announcement was made on the evening of October 15 [1] - The election of Mr. Ma Shaohong reflects the company's governance structure and employee representation [1]